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                              July 29, 2021

       Matthew Gline
       Chief Executive Officer
       Roivant Sciences Ltd.
       Suite 1, 3rd Floor
       11-12 St. James Square
       London SW1Y4LB
       United Kingdom

                                                        Re: Roivant Sciences
Ltd.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed July 22, 2021
                                                            File No. 333-256165

       Dear Mr. Gline:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
15, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Material United States Tax Considerations, page 135

   1.                                                   We note your response
to comment 2 and your amended disclosure on page 139
                                                        that "neither MAAC nor
Roivant has received or sought, an opinion of counsel that the
                                                        Merger qualifies as a
reorganization, and neither MAAC nor Roivant intends to request a
                                                        ruling from the IRS
regarding the U.S. federal income tax treatment of the Merger."
                                                        Please make clear in
the tax opinion itself that counsel is unable to opine on whether the
                                                        transaction qualifies
as as a reorganization for tax purposes and that counsel is unable to
                                                        opine on whether the
company will be treated as a U.S. corporation for U.S. federal
 Matthew Gline
Roivant Sciences Ltd.
July 29, 2021
Page 2
      income tax purposes. While we note that the Kirkland & Ellis tax opinion
attached as
      Exhibit 8.3 states that it expresses "no opinion" on these tax issues, it
is not clear why it is
      unable to do this. Please provide an explanation for this inability in
the tax opinion itself
      and discuss the possible alternatives and risks to investors of each tax
consequence. Refer
      to Item 601(b)(8) of Regulation S-K and, for guidance, Section II.B.1.c.
and Section III.A.
      of Staff Legal Bulletin No. 19.
Material United Kingdom Tax Considerations, page 149

2.    We note your response to comment 4. It appears, however, that the filing
still does not
      set forth counsel's opinion or the basis for such opinion. If counsel is
unable to opine, the
      tax opinion should be revised to clearly state its inability, provide a
reason for the inability
      and discuss the possible alternatives and risks to investors of each tax
consequence. Refer
      to Item 601(b)(8) of Regulation S-K and, for guidance, Section II.B.1.c.
and Section III.A.
      of Staff Legal Bulletin No. 19.
Summary of MAAC Financial Analysis, page 184

3.    We note your response to comment 6; however, it is still not clear how
how you arrived at
      the $7.3 billion pro forma equity value, especially considering the
various valuations
      detailed on pages 187 to 189. Please revise your disclosure to more
specifically explain
      how you calculated this $7.3 billion valuation.
       You may contact Ibolya Ignat at 202-551-3636 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Celeste Murphy at 202-551-3257 with
any other
questions.



                                                              Sincerely,
FirstName LastNameMatthew Gline
                                                              Division of
Corporation Finance
Comapany NameRoivant Sciences Ltd.
                                                              Office of Life
Sciences
July 29, 2021 Page 2
cc:       Derek Dostal
FirstName LastName